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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Nooney Income Fund Ltd., L.P.
(Name of Issuer)
Limited Partnership Interests
(Title of Class of Securities)
655376101
(CUSIP Number)
February 9, 2000
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Page 2 of 13 Pages
CUSIP No. 655376101
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Madison Avenue Investment Partners, LLC
13-3959673
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 799 Units of Limited Partnership Interests
6. SHARED VOTING POWER: 799 Units of Limited Partnership Interests
7. SOLE DISPOSITIVE POWER: 799 Units of Limited Partnership Interests
8. SHARED DISPOSITIVE POWER: 799 Units of Limited Partnership Interests
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
799 Units of Limited Partnership Interests
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.26%
12. TYPE OF REPORTING PERSON: OO
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Page 3 of 13 Pages
CUSIP No. 655376101
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Madison Realty Partners 7, LLC
13-4002118
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 0 Units of Limited Partnership Interests
6. SHARED VOTING POWER: 799 Units of Limited Partnership Interests
7. SOLE DISPOSITIVE POWER: 0 Units of Limited Partnership Interests
8. SHARED DISPOSITIVE POWER: 799 Units of Limited Partnership Interests
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
799 Units of Limited Partnership Interests
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.26%
12. TYPE OF REPORTING PERSON: OO
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Page 4 of 13 Pages
CUSIP No. 655376101
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
ISA Partnership Liquidity Investors
13-3989182
2. THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER: 799 Units of Limited Partnership Interests
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 799 Units of Limited Partnership Interests
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
799 Units of Limited Partnership Interests
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.26%
12. TYPE OF REPORTING PERSON: OO
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Page 5 of 13 Pages
CUSIP No. 655376101
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
First Equity Realty, LLC
13-3827931
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER: 799 Units of Limited Partnership Interests
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 799 Units of Limited Partnership Interests
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
799 Units of Limited Partnership Interests
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.26%
12. TYPE OF REPORTING PERSON: OO
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Page 6 of 13 Pages
CUSIP No. 655376101
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
The Harmony Group II, LLC
13-3959664
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER 799 Units of Limited Partnership Interests
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 799 Units of Limited Partnership Interests
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
799 Units of Limited Partnership Interests
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.26%
12. TYPE OF REPORTING PERSON: OO
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Page 7 of 13 Pages
CUSIP No. 655376101
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Ronald M. Dickerman
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER: 799 Units of Limited Partnership Interests
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 799 Units of Limited Partnership Interests
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
799 Units of Limited Partnership Interests
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.26%
12. TYPE OF REPORTING PERSON: IN
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Page 8 of 13 Pages
CUSIP No. 655376101
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Bryan E. Gordon
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER: 799 Units of Limited Partnership Interests
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 799 Units of Limited Partnership Interests
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
799 Units of Limited Partnership Interests
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.26%
12. TYPE OF REPORTING PERSON: IN
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Page 9 of 13 Pages
ITEM 1(A) NAME OF ISSUER:
The name of the Issuer is Nooney Income Fund Ltd., L.P. (the "Issuer")
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The address of the Issuer's principal executive offices is One Merrick Drive,
Suite 1000, St. Louis, MO 63102-2449.
ITEM 2(A) NAME OF PERSONS FILING:
The names of the persons filing this Schedule 13G are Madison Avenue Investment
Partners, LLC, a Delaware limited liability company ("MAIP"), Madison Realty
Partners 7, LLC, a Delaware limited liability company ("Madison Realty"), ISA
Partnership Liquidity Investors, a Delaware General Partnership ("ISA
Partnership"), First Equity Realty, LLC, a New York limited liability company
("First Equity"), The Harmony Group II, LLC, a Delaware limited liability
company ("Harmony Group"), Ronald M. Dickerman and Bryan E. Gordon
(collectively, the "Reporting Persons"). MAIP is the controlling person of
Madison Realty and ISA Partnership. ISA Partnership is the nominee owner of
Limited Partnership Interests (the "Units") of the Issuer.
The controlling members of MAIP are The Harmony Group II, LLC, a Delaware
limited liability company of which Bryan E. Gordon is the Managing Member, and
First Equity Realty, LLC, a New York limited liability company of which Ronald
M. Dickerman is the Managing Member.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of MAIP, Harmony Group and Mr. Gordon is P.O. Box 7533,
Incline Village, Nevada 89452. The business address of First Equity and Mr.
Dickerman is 555 Fifth Avenue, 9th Floor, New York, New York 10017.
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Page 10 of 13 Pages
ITEM 2(C) CITIZENSHIP:
See Item 2(A) above. Each of Mr. Dickerman and Mr. Gordon is a citizen of the
United States of America.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
The title of the class of securities to which this Schedule relates is Limited
Partnership Interests.
ITEM 2(E) CUSIP NUMBER: 655376101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR
(C), CHECK WHETHER THE PERSON FILING IS A:
(a) [] Broker or dealer registered under Section 15 of the Act.
(b) [] Bank as defined in Section 3(a)(6) of the Act.
(c) [] Insurance company defined in Section 3(a)(19) of the Act.
(d) [] Investment company registered under Section 8 of the Investment
Company Act.
(e) [] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) [] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) [] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act
of 1940;
(j) [] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Page 11 of 13 Pages
ITEM 4. OWNERSHIP.
Aggregate number and percentage of the class of securities of the Issuer
identified in Item 1.
(a) Amount Beneficially Owned: The Reporting Persons beneficially own an
aggregate of 799 Units.
(b) Percent of Class: The Reporting Persons beneficially own 5.26% of the
issued and outstanding Units.
(c) Number of shares as to which such persons have:
(i) Sole power to vote or to direct the vote: 799 Units
(ii) Shared power to vote or to direct the vote: 799 Units
(iii) Sole power to dispose or to direct the disposition of: 799 Units
(iv) Shared power to dispose or to direct the disposition of: 799 Units
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Item 2(A) above.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
See Item 2(A) above. In accordance with Rule 13d-1(k), the
Reporting Persons have executed a Joint Filing Agreement annexed hereto as
Exhibit A.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
By signing below, the undersigned hereby certify that, to the best of their
respective knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
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Page 12 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of their respective knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
Dated: February 18, 2000
MADISON AVENUE INVESTMENT PARTNERS, LLC
BY: FIRST EQUITY REALTY, LLC (MEMBER)
By: /s/ Ronald M. Dickerman
-----------------------
Ronald M. Dickerman, Managing Director
MADISON REALTY PARTNERS 7, LLC
BY: MADISON AVENUE INVESTMENT PARTNERS, LLC (MEMBER)
By: /s/ Ronald M. Dickerman
-----------------------
Ronald M. Dickerman, Managing Director
ISA PARTNERSHIP LIQUIDITY INVESTORS
BY: MADISON REALTY PARTNERS 7, LLC (GENERAL PARTNER)
By: /s/ Ronald M. Dickerman
-----------------------
Ronald M. Dickerman, Managing Director
FIRST EQUITY REALTY, LLC
By: /s/ Ronald M. Dickerman
-----------------------
Ronald M. Dickerman, Managing Director
THE HARMONY GROUP II, LLC
By: /s/ Bryan E. Gordon
-------------------
Bryan E. Gordon, Managing Director
/s/ Ronald M. Dickerman
- ------------------------
Ronald M. Dickerman
/s/ Bryan E. Gordon
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Bryan E. Gordon
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Page 13 of 13 Pages
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that this Schedule 13G with respect to the Units of
Investor Limited Partner Interests of Nooney Income Fund Ltd., L.P. dated
February 18, 2000 is, and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated as of: February 18, 2000
MADISON AVENUE INVESTMENT PARTNERS, LLC
BY: FIRST EQUITY REALTY, LLC (MEMBER)
By: /s/ Ronald M. Dickerman
-----------------------
Ronald M. Dickerman, Managing Director
MADISON REALTY PARTNERS 7, LLC
BY: MADISON AVENUE INVESTMENT PARTNERS, LLC (MEMBER)
By: /s/ Ronald M. Dickerman
-----------------------
Ronald M. Dickerman, Managing Director
ISA PARTNERSHIP LIQUIDITY INVESTORS
BY: MADISON REALTY PARTNERS 7, LLC (GENERAL PARTNER)
By: /s/ Ronald M. Dickerman
-----------------------
Ronald M. Dickerman, Managing Director
FIRST EQUITY REALTY, LLC
By: /s/ Ronald M. Dickerman
-----------------------
Ronald M. Dickerman, Managing Director
THE HARMONY GROUP II, LLC
By: /s/ Bryan E. Gordon
-------------------
Bryan E. Gordon, Managing Director
/s/ Ronald M. Dickerman
- ------------------------
Ronald M. Dickerman
/s/ Bryan E. Gordon
- --------------------
Bryan E. Gordon
